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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF KENTUCKY London Division In re:

Case No. 19-61608 Chapter 11

Americore Holdings, LLC, et al. 1, Debtors in Possession.

Jointly Administered

United States Trustee’s Motion to Appointment a Trustee or Examiner Under § 1104 or to Dismiss the Cases Paul A. Randolph, Acting United States Trustee, moves the Court to appoint a trustee or examiner under 11 U.S.C. § 1104, or in the alternative to dismiss the case. In support of this motion, the United States Trustee states as follows: Notice of Hearing Please take notice that this Motion will be heard by the Court on February 20, 2020 at 9:00 a.m. in the Second Floor Courtroom, U.S. Bankruptcy Court, 100 East Vine Street, Lexington, KY 40507.

The Debtors in these Chapter 11 cases are (with the last four digits of their federal tax identification numbers in parentheses): Americore Holdings, LLC (0115); Americore Health, LLC (6554); Americore Health Enterprises, LLC (3887); Ellwood Medical Center, LLC (1900); Ellwood Medical Center Real Estate, LLC (8799); Ellwood Medical Center Operations, LLC (5283); Pineville Medical Center, LLC (9435); Izard County Medical Center, LLC(3388); Success Healthcare 2, LLC (8861); St. Alexius Properties, LLC (4610); and St. Alexius Hospital Corporation #1 (2766). 1

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Jurisdiction and Background 1.

This Court has subject matter jurisdiction pursuant to 28 U.S.C. §§

157 and 1334. Venue is proper pursuant to 28 U.S.C. § 1409. This matter is a core proceeding. 2.

The United States Trustee has standing to bring this Motion pursuant

to 11 U.S.C. §§ 307. 3.

On December 31, 2019, the Debtors filed their voluntary petitions for

relief under chapter 11. The Debtors remain in possession. 4.

The Debtors are the owners and/or operators of four separate hospitals,

with a location in each of Kentucky, Pennsylvania, Arkansas, and Missouri. Upon information and belief, the hospital operations at the facilities located in Kentucky and Pennsylvania have completely ceased. 5.

While the Debtors’ bankruptcy schedules have not yet been filed, the

four hospital operations are linked by Grant White’s common ownership. Based on the organization chart filed within the Declaration of Grant White in Support of Chapter 11 Petitions and First Day Pleadings (the “First Day Declaration”), Grant White has a majority ownership interest in each of the debtors. ECF No. 11, Ex. A. 6.

As will be outlined in the following sections, upon information and

belief Grant White has: grossly mismanaged the Debtors; has not operated the hospitals in a manner that is consistent with public safety and welfare;

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has not been truthful or candid with this Court; is not trusted by his current or potential DIP lenders, is under civil and criminal investigation (including an FBI raid on the Pennsylvania facility and White’s personal residence); and has improperly siphoned money from the Debtors for his personal benefit. The Debtors’ False Statements Regarding Cash Collateral 7.

At the first-day hearings held on January 6, 2020, the Debtors,

through their counsel, stated that the Debtors’ need for cash was paramount and dire. Specifically, Debtors’ counsel stated that St. Alexius was concerned that it would “run out of certain medical supplies and food for patient safety” if cash was not made immediately available. ECF No. 25. As such, the Court made $75,000 in cash collateral available to the Debtors on an interim basis. ECF No. 20. 8.

Similarly, at the evidentiary hearing on potential DIP financing held

on January 17, 2020, the Debtors, through Toni Knoche, who is the managing director of revenue cycle at the Debtors, stated that it was “iffy” if the Debtors would be able to make their next payroll without DIP financing. ECF No. 122. Additionally, Knoche stated that the Debtors will need $1.5 million “over the next couple of weeks” to maintain hospital operations, such as paying employees or purchasing medicine. ECF No. 122. When asked by Debtors’ counsel if without the DIP financing the Debtors had “any path

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forward to maintain the hospital operations as they are,” Knoche stated that “it would be very difficult.” ECF No. 122. 9.

However, as of the filing of this motion, the Debtors have had enough

cash to meet three separate payroll obligations. The United States Trustee is unaware how the Debtors, with a supposed dire and imminent need for $1.5 million in DIP financing, have been able to continue to operate at least two hospitals. The United States Trustee must assume that either: (1) the Debtors significantly overstated their need for DIP financing at the January 17, 2020 hearing; or (2) the Debtors have cut corners that have placed patients at significant risk. 10.

However, because the Debtors have yet to file their bankruptcy

schedules, the Court, the United States Trustee, creditors, and other stake holders remain unaware of the Debtors’ financial condition. The Debtors Did Not Operate the Hospitals in a Manner Consistent with Public Safety 11.

The Pennsylvania Department of Health issued a report outlining

numerous violations of various Pennsylvania statutes and regulations at the Ellwood City hospital. See ECF No. 84, Ex. J. For example, due to the Debtor’s nonpayment, a vendor repossessed various equipment necessary for surgeries regarding hip, wrist, ankle, and other fractures. Id. Ex. J, at 16–20. The Pennsylvania Department of Health also found numerous expired medicines in the CT room, pediatric emergency room, and on adult crash

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carts. Id. Ex. J, at 22–24. Ellwood City limited their surgical and emergency care capabilities to Monday–Wednesday, from the hours of 7:30 a.m. to 3:30 p.m., in violation of a Pennsylvania requirement that the hospital provide 24hour emergency care. Id. Ex. J, at 43–46. 12.

Ultimately the above-described violations lead to the Commonwealth

of Pennsylvania closing the Ellwood City hospital due to unsafe patient conditions. While Pennsylvania developed a plan that would allow Ellwood City to reopen, upon information and belief, the Debtors have abandoned that plan. As such, the Ellwood City hospital will remain closed. 13.

The Debtors also have grave patient safety issues at the other

hospitals owned by the Debtors. For example, at the January 17, 2020 hearing, Knoche stated that St. Alexius had to make the decision between paying employees “or buying supplies and medications.” ECF No. 122. Additionally, Knoche also stated that Izard County Medical Center was unable to purchase emergency stroke medication, leading to obvious and significant patient safety issues. Creditors and Potential DIP Lenders Have No Trust in Grant White 14.

At the first day hearings, counsel for the Third Friday Total Return

fund noted that “his client doesn’t have much faith in Mr. White.” ECF No. 25. Similarly, upon information and belief, DIP financing is available to the Debtors from multiple parties on terms more favorable than those previously

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presented to this Court, but a condition on that financing is that Grant White relinquish control over the Debtors. Upon information and belief, White has refused and will continue to refuse to relinquish control. Grant White and Ellwood City are Under Criminal Investigation 15.

Upon information and belief, Elwood City Medical Center was raided

by the Federal Bureau of Investigation on or around January 30, 2020. Upon information and belief, Grant White’s personal residence was raided by the Federal Bureau of Investigation on or around January 29, 2020. To the best of the United States Trustee’s knowledge, White has not been charged or convicted of any crime. However, the above-described investigations must limit White’s ability to devote time to the management of the Debtors. Additionally, upon information and belief, Grant White has inappropriately siphoned money from the Debtors for his personal benefit. Grant White has Failed to Attend the Individual Debtor Interview 16.

Section XIII of the Court’s Chapter 11 Operating Order requires the

Debtor, through senior management, to attend an initial debtor interview (“IDI”) with the United States Trustee. ECF No. 5, at 4. Additionally, under section 1112(b)(4)(H), the Court may dismiss a bankruptcy case if the debtor fails to “attend meetings reasonably requested by the United States Trustee.” 17.

The United States Trustee scheduled the Debtors’ IDI for January 28,

2020 and February 3, 2020. Shortly before the two above meetings, the

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Debtors contacted the United States Trustee and asked that the IDI be rescheduled. As of the filing of this motion, the United States Trustee and the Debtors have not agreed on a new time to hold the Debtors’ IDI. Americore Previously Failed to Operate a Hospital in Lee County, Virginia 18.

On or around the Summer of 2016, Grant White, through Americore,

began to speak to the county commissioners of Lee County, Virginia about potentially reopening a hospital in their rural community. In the Summer of 2017, Lee County agreed to sell Americore their hospital building on the condition that a hospital be timely opened and operated. However, by the end of 2018, White and Americore had failed to reopen the hospital. 2 Upon information and belief, the project has been abandoned and Americore’s actions have left Lee County with significant unpaid bills. Law & Analysis 19.

The United States Trustee, as set forth above, believes that “cause” is

present to appoint a trustee under § 1104(a)(1) or (2). In the alternative, if the Court determines that a trustee is not warranted, to appoint an examiner should be appointed under § 1104(c). In the alternative, the Court should dismiss the above-captioned cases under § 1112(b) if such actions are in the best interest of creditors.

2 Upon information and belief, Grant White made a $340,000 down payment on a $890,000 home in Ft. Lauderdale, Florida around August of 2018, the same month that Americore stopped working towards opening the hospital in Lee County, Virginia.

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Appointment of a Trustee under § 1104(a) 20.

Under § 1104(a), the Court “shall order the appointment of a trustee —

(1) for cause, including fraud, dishonesty, incompetence, or gross mismanagement” or “(2) if [the appointment of a trustee] is in the interests of creditors, any equity security holders, and other interests of the estate.” 21.

Because the word “shall” is used within § 1104(a), if the United States

Trustee demonstrates cause, “the Courts have no discretion but must appoint a trustee.” In re Ford, 36 B.R. 501, 504 (Bankr. W.D. Ky. 1983). The burden of proof rests on the United States Trustee by a preponderance of the evidence. See Keeley & Grabanki Land P’ship v. Keeley (In re Keeley & Grabanski Land P’ship), 455 B.R. 153, 162–63 (B.A.P. 8th Cir. 2011); In re Corona Care Convalescent Corp., 527 B.R. 379, 384 (Bankr. C.D. Cal. 2015); In re Golden Park Estates, LLC, 2015 WL 3643479, at *5 (Bankr. D.N.M. 2015) (holding that the Tenth Circuit “would likely use a preponderance of the evidence standard”); In re Costa Bonita Beach Resort, 479 B.R. 14, 44 (Bankr. D.P.R. 2012). 3 The ultimate decision of whether or not to appoint a

Although many courts state that the burden is one of “clear and convincing evidence,” those courts largely rely on In re Sharon Steel Corp., 871 F.2d 1217 (3d Cir. 1989), which was decided before the Supreme Court’s decision in Grogan v. Garner, 498 U.S. 279 (1991). In that case, involving an action under § 523, the Supreme Court held that a preponderance of the evidence burden normally applies in bankruptcy. While the desire of a Debtor to remain in possession is an important interest, it “cannot reasonably be said to be any more important than a chapter 7 debtor’s interest” in 3

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trustee is vested in the bankruptcy judge’s discretion. In re Nartron Corp., 330 B.R. 573, 592 (Bankr. W.D. Mich. 2005). 22.

When deciding if “cause” exists, courts are not limited to the four

statutorily enumerated examples—fraud, dishonesty, incompetence, gross mismanagement—but instead may evaluate other issues, such as the materiality of the improper conduct, the appropriateness of any insider dealings, the existence of preferences or fraudulent transfers, management’s unwillingness to pursue legal actions, management’s conflicts of interest, management’s self-dealings, as well as any other factor the Court deems relevant. Id. 23.

Courts generally do not second-guess a debtor’s business judgment, but

after a debtor seeks the protection of the bankruptcy court, the debtor’s preand post-petition actions are subject to judicial scrutiny. Id. at 592–93. Once a debtor files for bankruptcy protection, the debtor’s management owes creditors “the highest duty of care and loyalty.” Id. at 593; see also Commodity Futures Trading Comm’n v. Weintraub, 471 U.S. 343, 355 (1985). 24.

For example, in In re Nartron Corp., the court found “cause” to appoint

a trustee based on the debtor’s prepetition payments to insiders and conflicts of interest in the debtor’s willingness to pursue litigation against insiders. In

discharging a debt. In re Veblen W. Dairy LLP, 434 B.R. 550, 555 (Bankr. D.S.D. 2010). The Sixth Circuit has not decided the issue. 9


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re Narton Corp., 330 B.R. 573; see also In re Citizens Corp., 2012 WL 649853, at *8–9 (Bankr. M.D. Tenn. 2012). Similarly, the Fifth Circuit, in In re Cajun Electric Power, upheld the bankruptcy court’s appointment of a trustee based on the debtor-in-possession’s conflicts of interest with its creditors. Cajun Elec. Power Coop., Inc. v. Cent. La. Elec. Coop., Inc. (In re Cajun Elec. Power Coop., Inc.), 74 F.3d 599, 600 (5th Cir. 1996). 25.

Fraud is not required before a court may find “cause,” as a trustee may

be appointed based on the debtor-in-possession’s failure to “inform [itself] of all material information reasonably available” before making business decisions. In re Nartron Corp., 330 B.R. at 593; see also Commodity Futures Trading Comm’n, 471 U.S. at 355; In re Microwave Prods., 102 B.R. at 672. Similarly, an Ohio court appointed a trustee based on the debtor’s numerous poor business decisions which, in the aggregate, “caused a loss of confidence in the Debtor’s management of crisis proportions.” In re Cardinal Indus., Inc., 109 B.R. 755, 766 (Bankr. S.D. Ohio 1990). 26.

Based on the facts as outlined above, the Debtors’ management has

engaged in each of the four enumerated examples of cause: fraud, dishonesty, incompetence, and gross mismanagement, as well as other actions that demand an independent trustee. 27.

First, upon information and belief, White has improperly siphoned

money from the Debtors. This is buttressed by the FBI’s investigation into

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White, which culminated in at least two raids in late January 2020. Second, Knoche stated that the Debtors’ would need $1.5 million to operate their two currently operating hospitals for approximately two weeks. However, it is more than two weeks after the DIP hearing, and the Debtors continue to operate. The Debtors appear to have made false statements to this Court in an attempt to inappropriately obtain DIP financing. Third, the Debtors management is incompetent. Not only were the Debtors unable to successfully open a hospital in Lee County, Virginia, but the Debtors’ hospitals in Kentucky and Pennsylvania are currently closed. The Debtors’ current lenders, as well as potential future DIP lenders, are unwilling to loan to an entity controlled by Grant White, further evidencing his incompetence. Finally, the Debtors operations have been grossly mismanaged. Based upon Knoche’s testimony at the DIP hearing, the Debtors two remaining hospitals had to choose between paying employees and buying medication. The Izard County hospital did not have the money to purchase life-saving stroke medication. 28.

Other factors requiring the appointment of an independent trustee are

present, such as major conflicts between management’s interests and the Debtors’ interests. Upon information and belief, Grant white has improperly siphoned money from the Debtors and will not pursue litigation against himself for preferences and fraudulent transfers. Such conflicts of interest

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and self-dealings between the Debtor and management often result in the appointment of a chapter 11 trustee. See In re Cajun Elec., 74 F.3d at 600; Lowenschuss v. Lowenschuss (In re Lowenschuss), 171 F.3d 673 (9th Cir. 1999); In re Sharon Steel, 871 F.2d 1217, 1228 (3d Cir. 1989); Oklahoma Refining Co. v. Blaik (In re Oklahoma Refining Co.), 838 F.2d 1133 (10th Cir. 1988); Narton Corp., 330 B.R. at 592. 29.

Based on the above, the Court should appoint a chapter 11 trustee

under § 1104(a). 30.

In the alternative, § 1104(a)(2) requires the appointment of a trustee if

the appointment “is in the interest of creditors, any equity security holders, and other interests of the estate,” creating “a flexible standard which allows for the appointment of a trustee, even though cause may not exist, when so doing would serve the interests of creditors and the estate.” In re Nartron Corp., 330 B.R. at 592. In other words, under § 1104(a)(2), a court conducts a cost-benefit analysis to determine if creditors, equity security holders, and other estate interests are better served by leaving the debtor in possession or by appointing a trustee. In re Nat’l Staffing Servs., LLC, 338 B.R. 31, 33–34 (Bankr. N.D. Ohio 2005). 31.

When making a determination under § 1104(a)(2), courts often

evaluate the following factors: “(i) the overall management of debtor, both past and present, (ii) the trustworthiness of debtor's management, (iii) the

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confidence or lack thereof of the business community and of creditors in present management, and (iv) practical considerations, such as the benefits derived by the appointment of a trustee, balanced against costs.� In re Citizens Corp., 2012 WL 649853, at *9 (quoting In re Celeritas Tech., LLC, 446 B.R. 514, 520 (Bankr. D. Kan. 2011). 32.

The above-captioned cases are designed for the appointment of a

trustee based on the cost-benefit standard. The Debtors have been mismanaged by Grant White, leading to the closure of two hospitals, the failure to open another, and the near closure of two more. Grant White is not trustworthy, evidenced by various criminal investigations, as well as the United States Trustee’s belief that White improperly siphoned money out of the Debtors. The business community has also lost all trust in White, evidenced by creditors and potential DIP lenders decisions to no longer work with Americore if White has control of the entities. Upon information and belief, DIP funding on terms significantly more favorable than those previously presented to this Court are available if White is removed. 33.

Importantly, each of the currently open hospitals are caring for real

people. The closure of these hospitals would be devastating to the communities they serve, both from a patient health and economic perspective. White has shown an inability to effectively manage the hospitals. A competent chapter 11 trustee with significant healthcare experience is the

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best opportunity for each hospital to become financially stable and provide excellent care to its patients. In the Alternative, Appointment of an Examiner is Appropriate 34.

If the Court decides that the appointment of a trustee is not

warranted: the court shall order the appointment of an examiner to conduct such an investigation of the debtor as is appropriate, including an investigation of any allegations of fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity. . . if— (1) such appointment is in the interests of creditors, any equity security holders, and other interests of the estate; or (2) the debtor’s fixed, liquidated, unsecured debts, other than debts for goods, services, or taxes, or owing to an insider, exceed $5,000,000. 11 U.S.C. § 1104(c)(1)–(2). 35.

When making a determination under § 1104(c)(1), the Court should

determine whether, based on the totality of the circumstances, the appointment of an examiner is in the best interest of the estate. See In re

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Gliatech, Inc., 305 B.R. 832, 836 (Bankr. N.D. Ohio 2004). Estate assets should not be expended on an examiner that will only assist one party, but instead on investigations that will benefit numerous interested parties. Id. (rejecting the appointment of an examiner to investigate an action which would only benefit one class of creditors, noting that the creditor should bear the burden of the investigation, not the bankruptcy estate). 36.

If an examiner is appointed, its investigation normally centers on a

debtor’s “alleged fraud, dishonesty, incompetence, misconduct, mismanagement, or other irregularities.” In re Gliatech, 305 B.R. at 835 (quoting 11 U.S.C. § 1104(c)). However, the existence of one of the statutorily enumerated examples is not required, as courts are granted broad discretion in deciding when and why to appoint an examiner. See In re Mich. BioDiesel, LLC, 466 B.R. 413, 420–21 (Bankr. W.D. Mich. 2011). 37.

For example, in In re Michigan BioDiesel, a bankruptcy court ordered

the appointment of an examiner under § 1104(c) to better understand complex taxation issues which would have an outsized effect on the ultimate outcome of the case. 466 B.R. at 420–21; see also In re Pub. Serv. Co. of N.H., 99 B.R. 177 (Bankr. D.N.H. 1989) (appointing an examiner to assist in mediation). Similarly, an examiner could help evaluate complex Medicare and Medicaid bulling issues, which will likely be the central issue as this bankruptcy case moves forward.

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Under § 1104(c)(2), if a debtor’s qualifying debts exceed $5,000,000, the

Court must appoint an examiner. Morgenstern v. Revco D.S., Inc. (In re Revco D.S., Inc.), 898 F.2d 498, 500–01 (6th Cir. 1990). However, the Court retains the discretion to tailor the scope of the examiner’s investigation. Id. at 501. 39.

While the Debtors schedules have yet to be filed, upon information and

belief, the Debtors’ qualifying debts exceed the $5,000,000 limit. Additionally, if the Debtors continue to fail to file their bankruptcy schedules, the Court should adopt a presumption that the Debtors’ qualifying debts exceed the statutory limit. In the Alternative, Case Dismissal is Appropriate 40.

Under § 1112(b), the Court may dismiss a chapter 11 bankruptcy case

if dismissal is in the best interests of creditors and “cause” is present. Section 1112(b)(4) contains a non-exhaustive list of examples of “cause.” The United States Trustee believes that the above alleged facts clearly constitute cause, including but not limited to “substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation” (§ 1112(b)(4)(A)); gross mismanagement (§ 1112(b)(4)(b)), “failure to comply with an order of the court” (§ 1112(b)(4)(E)); and failure to “attend meetings reasonably requested by the United States Trustee” (§ 1112(b)(4)(H)). 41.

Therefore, if dismissal is in the best interests of creditors, the United

States Trustee requests that the Court dismiss the above-captioned cases.

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WHEREFORE, the United States Trustee respectfully requests that an order be entered appointing a trustee or examiner, or dismissing the abovecaptioned cases, whichever is in the best interests of creditors.

Dated: February 4, 2020

Paul A. Randolph Acting United States Trustee By:/s/ Bradley M. Nerderman John L. Daugherty Assistant U.S. Trustee Rachelle C. Dodson Bradley M. Nerderman Trial Attorneys Office of the U.S. Trustee 100 E. Vine St., Suite 500 Lexington, KY 40507 (859) 233-2822 Certificate of Service

I certify that on February 4, 2020, I served a copy of the foregoing (i) via ECF noticing upon all parties registered to receive notice electronically, and (ii) via first class mail, postage prepaid, upon all creditors and parties in interest listed on the attached matrix. /s/ Bradley M. Nerderman Bradley M. Nerderman

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Baxter Regional Medical Center C/O Ron Peterson, President & CEO 624 Hospital Drive Mountain Home, AR 72653 Midwest Emergency Dept. Serv, Inc. C/O Kevin Meder 600 Washington Avenue, Suite 1800 Saint Louis, MO 63101 Horizon Mental Health C/O Winfield, Post & Schell 17 North Second Street 12th Floor Harrisburg, PA 17107

Filed 02/04/20 Entered 02/04/20 14:51:08 Desc Main Document Page 18 of 19 Beckman Healthland CPSI C/O Raymond Wendolowski, C/O Troy Dolly Bernstein Burkley 6600 Wall Street 707 Grant St.Suite 2200, Gulf Tower Mobile, AL 36695 Pittsburgh, PA 15219 AHN Emergency Group of Ellwood, Jones Day C/O Kevin Allen, Michael Pest C/O Chris Anderson Exkert Seanmans Cherin & Mellott, 77 West Wacker Drive 600 Grant Street, 44th Floor Chicago, IL 60601 Pittsburgh, PA 15210 Calico Rock Med, LLC Western Healthcare C/O Darren Gibbs C/O Jacob Norvell Law Offices of Darren A. Gibbs 13155 Noel Rd.Suite 200 3729 N. Crossover Road, Suite 111 Dallas, TX 75240 Fayetteville AR 72703

Dinakar Golla C/O Avrum Levicoff, 4 PPG Pl., Suite 200 Pittsburgh, PA 15222

Philips Healthcare C/O Robert Kennedy P.O. Box 403831 Atlanta, GA 30301

Jones Day C/O Chris Anderson 77 West Wacker Drive Chicago, IL 60601

Johnson & Johnson Healthcare Sys. 5972 Collections Ctr. Dr. Chicago, IL 60693

Aya Healthcare Inc. C/O Shannon Steely P.O. Box 123519, Dept 3519 Dallas, TX 75312

Specialists in Anesthesia PC C/O Dr. Brad Bernstein 500 S. Meramec Drive Saint Louis, MO 63105

Bard C.R. Inc. C/O Napoleon Ramos P.O. Box 75767 Charlotte, NC 28275

McKesson Medical Surgical C/O Marlena Waldrum 12755 Highway 55, Suite R200 Minneapolis, MN 55441

Sysco 3850 Mueller Rd Saint Charles, MO 63301

Palamerican Security, Inc. C/O Roger Rees 8th Avenue North Suite 203 St. Petersburg, FL 33704

Faultless C/O Terry Mason 2030 S. Broadway Saint Louis, MO 63104

Nurses PRN 1101 E. South River Street Appleton, WI 54915

Central Tox LLC 525 Round Rock W. Cr. Round Rock, TX 78681

White River Planning and Development District, Inc. C/O Regan Miller PO Box 2396 Batesville, AR 72503

Correct Care, Inc. C/O Nancy Scearce 229 Saint John Ln Covington, LA 70433

Medline Industries C/O Michael S. Baim, The CKB Firm 30 N. Lasalle St, Suite 1520 Chicago, IL 60602

Ortho Clinical Diagnostics P.O. Box 3655 Carol Stream, IL 60132

Missouri Dep’t of Higher Education C/O Jaron D. Vail, MFA P.O. Box 1469 Jefferson City, MO 65102

The Talbot Group, LLC C/O Donna Talbot 11741 W. Romin Rd Post Falls, ID 83854

Western Healthcare C/O Scott Webb 13155 Noel Rd., Suite 200 Dallas, TX 75240

The Third Friday Total Return Fund, C/O Michael E. Lewitt 85 N. Congress Avenue Delray Beach, FL 33445


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Pelorus Fund, LLC C/O Pelorus Equity Group, Inc. 124 Tustin Avenue, Suite 200 Newport Beach, CA 92663

Pelorus Fund, LLC C/O Bibin Mannattuparampil Geraci 90 Discovery Irvine, CA 92618

Penn Med LLC C/O Jeffery P. Meyers, Myers Law 17025 Perry Highway Warrendale, PA 15086

Toby Mug Financing, LLC C/O Roger Herman, Rosenblum Boldenhersh 7733 Forsyth Blvd., Suite 400 St. Louis, MO 63105

Dell Financial Services LLC One Dell Way Mail Stop – PS2DF-23 Round Rock, TX 78682

Air Liquide Healthcare America Co C/O Capital Services, Inc. 1675 S. State Street, Suite B Dover, DE 19901

App Group International, LLC 85 Broad Street, 75th Floor New York, NY 10004

Corporation Services Company P.O. Box 2576 Springfield, IL 62708

CT Corporation Systems Attn: SPRS 330 N. Brand Blvd., Suite 700 Glendale, CA 91203

BQR Capital, LLC C/O Pelorus Equity Group, Inc. 124 Tustin Avenue, Suite 200 Newport Beach, CA 92663

Gibbs Technology Leasing – HG1, 3236 West Edgewood Road, Suite A Jefferson City, MO 65109

HOP Capital 323 Sunny Island Blvd. #501 Sunny Isles Beach, Florida 33160

EIN CAP, Inc. 160 Pearl Street, Floor 5 New York, NY 10005

HMFCG Inc. 368 New Hemstead Rd. New City, NY 10956

Med One Capital Funding, LLC 10712 South 1300 East Sandy, UT 84094

Republic Bank PO Box 17170 Salt Lake City, UT 84117

Titan Loan Servicing, LLC C/O Pelorus Equity Group, Inc. 124 Tustin Avenue, Suite 200 Newport Beach, CA 92663

Smart Business 561 Northeast 79th Street Miami, FL 33138

Koven Omens Trust Dated June 26, 2015 C/O Pelorus Equity Group, Inc. 124 Tustin Avenue Suite 200 Newport Beach, CA 92663

The McNee Family Trust Dated 1/17/08 C/O Pelorus Equity Group, Inc. 124 Tustin Avenue, Suite 200 Newport Beach, CA 92663

Trust of R. and G. Glitz Dated 12/11/07 C/O Pelorus Equity Group, Inc. 124 Tustin Avenue, Suite 200 Newport Beach, CA 92663

Leyda Bequer, Trustee of Bequer Trust 23461 S. Pointe Drive, Suite 215 Laguna Hills, CA 92653

Americore Holdings, LLC and its Subsidiaries 3933 S. Broadway Saint Louis, MO 63118

Internal Revenue Service P.O Box 7346 Philadelphia, PA 19101

U.S. Attorney’s Office Eastern District of Kentucky 260 W. Vine St., Suite 400 Lexington, KY 40507

Kentucky Department of Revenue Legal Branch – Bankruptcy Section P.O. Box 5222 Frankfort, KY 40602

Missouri Department of Revenue Bankruptcy Unit P.O. Box 475 301 West High Street Jefferson City, MO 65105

Arkansas Department of Finance and Administration 1509 W 7th St. Little Rock, AR 72201

Pennsylvania Dept of Revenue C/O Pennsylvania Attorney General, Nancy Walker Strawberry Square Harrisburg, PA 17120


Case 19-61608-grs Doc 166-1 Filed 02/04/20 Entered 02/04/20 14:51:08 Proposed Order Appointing Trustee Page 1 of 1

Desc

UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF KENTUCKY London Division

In re: Americore Holdings, LLC, et al. 1, Debtors in Possession.

Case No. 19-61608 Chapter 11 Jointly Administered

Order Appointing a Trustee Under ยง 1104 UPON CONSIDERATION of the Motion of the United States Trustee for the appointment of a trustee, and based on the record currently before the Court, it is hereby ORDERED that the Motion of the United States Trustee is sustained, and it is further ORDERED that the United States Trustee shall appoint a chapter 11 trustee in the above case. The Debtors in these Chapter 11 cases are (with the last four digits of their federal tax identification numbers in parentheses): Americore Holdings, LLC (0115); Americore Health, LLC (6554); Americore Health Enterprises, LLC (3887); Ellwood Medical Center, LLC (1900); Ellwood Medical Center Real Estate, LLC (8799); Ellwood Medical Center Operations, LLC (5283); Pineville Medical Center, LLC (9435); Izard County Medical Center, LLC(3388); Success Healthcare 2, LLC (8861); St. Alexius Properties, LLC (4610); and St. Alexius Hospital Corporation #1 (2766). 1


Case 19-61608-grs Doc 166-2 Filed 02/04/20 Entered 02/04/20 14:51:08 Proposed Order Appointing Examiner Page 1 of 1

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF KENTUCKY London Division

In re: Americore Holdings, LLC, et al. 1, Debtors in Possession.

Case No. 19-61608 Chapter 11 Jointly Administered

Order Appointing an Examiner Under ยง 1104 UPON CONSIDERATION of the Motion of the United States Trustee for the appointment of an examiner, and based on the record currently before the Court, it is hereby ORDERED that the Motion of the United States Trustee is sustained, and it is further ORDERED that the United States Trustee shall appoint an examiner in the above case. The Debtors in these Chapter 11 cases are (with the last four digits of their federal tax identification numbers in parentheses): Americore Holdings, LLC (0115); Americore Health, LLC (6554); Americore Health Enterprises, LLC (3887); Ellwood Medical Center, LLC (1900); Ellwood Medical Center Real Estate, LLC (8799); Ellwood Medical Center Operations, LLC (5283); Pineville Medical Center, LLC (9435); Izard County Medical Center, LLC(3388); Success Healthcare 2, LLC (8861); St. Alexius Properties, LLC (4610); and St. Alexius Hospital Corporation #1 (2766). 1


Case 19-61608-grs

Doc 166-3 Filed 02/04/20 Entered 02/04/20 14:51:08 Proposed Order Dismissing Case Page 1 of 1

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UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF KENTUCKY London Division

In re: Americore Holdings, LLC, et Debtors in Possession.

al. 1,

Case No. 19-61608 Chapter 11 Jointly Administered

Order Dismissing Case Upon consideration of the motion of the United States Trustee to dismiss the above captioned cases, after notice and a hearing, and it appearing for the reasons stated on the record that the motion should be granted, it is hereby ORDERED that the motion is granted, and it is further ORDERED that the above-captioned cases are DISMISSED. The Debtors in these Chapter 11 cases are (with the last four digits of their federal tax identification numbers in parentheses): Americore Holdings, LLC (0115); Americore Health, LLC (6554); Americore Health Enterprises, LLC (3887); Ellwood Medical Center, LLC (1900); Ellwood Medical Center Real Estate, LLC (8799); Ellwood Medical Center Operations, LLC (5283); Pineville Medical Center, LLC (9435); Izard County Medical Center, LLC(3388); Success Healthcare 2, LLC (8861); St. Alexius Properties, LLC (4610); and St. Alexius Hospital Corporation #1 (2766). 1

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